Item 1.01. Entry into a Material Definitive Agreement.
As previously reported,
On
On
A "Qualified Offer" generally means (i) a tender offer or exchange offer for all of the Company's outstanding common shares at the same per-share consideration, (ii) an offer that has commenced under applicable law, (iii) an offer that includes a non-waivable condition requiring at least a majority of the Company's outstanding common shares to be tendered and not withdrawn, (iv) an offer pursuant to which the offeror has announced that it intends to promptly consummate a second step transaction whereby all common shares not tendered into the offer will be acquired using the same form and amount of consideration per share actually paid pursuant to the offer, (v) an offer that remains open for not less than 60 days and (vi) an offer at a per-share consideration, and on such other terms and conditions, that in each case are adequate and fair as determined by the Board of Directors.
The Rights. On
Initial Exercisability. The Rights are not exercisable until the earlier of (i) ten days after a public announcement that a person has become an Acquiring Person and (ii) ten business days (or such later date as may be determined by the Board of Directors) after the commencement of a tender or exchange offer by or on behalf of a person that, if completed, would result in such person becoming an Acquiring Person. The date that the Rights become exercisable under the New Rights Agreement is referred to as the "Distribution Date."
Until the Distribution Date, the Company's common share certificates or the ownership statements issued with respect to uncertificated common shares will evidence the Rights and will contain a notation to that effect. Any transfer of common shares prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, separate Rights certificates will be issued, and the Rights may be transferred apart from the transfer of the underlying common shares, unless and until the Company's Board of Directors has determined to effect an exchange pursuant to the New Rights Agreement (as described below).
"Flip-In" Event. In the event that a person becomes an Acquiring Person, each holder of a Right, other than Rights that are or, under certain circumstances, were beneficially owned by the Acquiring Person (which will thereupon become void), will from and after the Distribution Date, have the right to receive, upon exercise of a Right and payment of the Purchase Price, a number of common shares having a market value of two times the Purchase Price. However, Rights are not exercisable following the occurrence of a person becoming an Acquiring Person until such time as the Rights are no longer redeemable by the Company (as described below).
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Exempted Persons and Exempted Transactions. The Board of Directors recognizes that there may be instances when an acquisition of the Company's common shares that would cause a stockholder to become an Acquiring Person may not jeopardize or endanger in any material respect the availability of the NOLs to the Company. Accordingly, the New Rights Agreement grants discretion to the Board of Directors to designate a person as an "Exempted Person" or to designate a transaction involving the Company's common shares as an "Exempted Transaction." An "Exempted Person" cannot become an Acquiring Person and an "Exempted Transaction" cannot result in a person becoming an Acquiring Person. The Board of Directors can revoke an "Exempted Person" designation if it subsequently makes a contrary determination regarding whether a person jeopardizes or endangers in any material respect the availability of the NOLs to the Company.
Redemption. At any time until ten calendar days following the first date of
public announcement that a person has become an Acquiring Person, the Company
may redeem the Rights in whole, but not in part, at a price of
Exchange. At any time after a person becomes an Acquiring Person and prior to . . .
Item 3.03 Material Modification to Rights of Security Holders.
Please see the disclosures set forth under "Item 1.01 Entry into a Material Definitive Agreement" and "Item 5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year" which are incorporated by reference into this Item 3.03.
Item 5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As previously disclosed, at the Company's annual meeting of stockholders held on
On
A copy of the Certificate of Amendment, dated
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 3.1 Certificate of Amendment, datedNovember 9, 2022 , to the Amended and Restated Certificate of Incorporation ofBeazer Homes USA, Inc. 4.1 Section 382 Rights Agreement, dated as ofDecember 7, 2021 , betweenBeazer Homes USA, Inc. andAmerican Stock Transfer & Trust Company, LLC , as Rights Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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